AIM, which was organized in Delaware in 2006, provides discretionary investment advice and
administrative and ministerial support to pooled private investment vehicles, typically organized
as Delaware limited partnerships (the “Funds”) and pooled co-investment vehicles typically
organized as Delaware limited liability companies or Delaware limited partnerships (the “Co-
Investment Vehicles” and together with the Funds, the “Advisory Clients”). The Advisory Clients
make primarily private investments in infrastructure and real property-based assets and businesses
that seek to generate attractive current yield with significant potential for long-term capital
appreciation, and that qualify as real-estate investment trusts (“REITs”), master limited
partnerships (“MLPs”) or other yielding investments as a way to increase their market value and
gain liquidity. At the present, the only investment advisory clients of AIM are the Advisory Clients.
Certain of the Funds have held initial and subsequent closings and are in their respective
investment periods, during which investment opportunities are identified, acted upon and exited.
The Funds have limited terms, at the conclusion of which, final distributions will be paid to
investors. The Co-Investment Vehicles are generally open only to investors in the Funds (“Fund
Investors”), though AIM (and its affiliates) have made (and may in the future make) exceptions.
Robert B. Hellman, Jr. and Matthew P. Carbone are the principal owners of AIM.
Affiliates of AIM serve as the respective general partners or managers of the Funds and Co-
Investment Vehicles (as applicable) (collectively, the “GPs”). Each of the GPs is a related person
of AIM and is under common control with AIM.
The current Funds are:
(1) American Infrastructure MLP Private Equity Fund, L.P. (“PE Fund”), a Delaware limited
partnership;
(2) American Infrastructure MLP Associates Fund, L.P. (“Associates Fund”), a Delaware
limited partnership;
(3) American Infrastructure MLP Fund, L.P. (“Hybrid Fund”), a Delaware limited partnership;
(4) American Infrastructure MLP Fund II, L.P. (“AIM Fund II”), a Delaware limited
partnership;
(5) American Infrastructure MLP Founders Fund II, L.P. (“Founders Fund II”), a Delaware
limited partnership;
(6) AIM II Offshore, L.P. (“AIM II Offshore”), a Cayman Islands limited partnership, and its
domestic and offshore feeder funds, AIM II Offshore US Feeder, L.P., a Delaware limited
partnership (“U.S. Feeder”) and AIM II Offshore Feeder, L.P., a Cayman Islands limited
partnership (“Offshore Feeder”) and collectively with the U.S. Feeder, the “Feeder
Funds”); and
The PE Fund, the Associates Fund and the Hybrid Fund are collectively referred to in this Brochure
as the “Gen I Funds.” AIM Fund II, Founders Fund II and AIM II Offshore are parallel funds and
are collectively referred to in this Brochure as the “Gen II Funds.” The Gen II Funds will generally
jointly participate in investments in accordance with the terms of their respective Governing
Documents (as defined below).
The Advisory Clients are not registered under the Investment Company Act of 1940, as amended
(the “Investment Company Act”), and the securities of the Advisory Clients are not registered
under the Securities Act of 1933, as amended (the “Securities Act”).
Each Fund and Co-Investment Vehicle is governed by a limited partnership agreement or a limited
liability company agreement, as applicable (the “Governing Documents”) that specify the
investment guidelines and restrictions applicable to the Advisory Client. In addition, the private
placement memoranda or similar offering documents prepared for the Investors of each Advisory
Client also contain information regarding the intended investment program for such Advisory
Client. AIM, together with the GPs, provides investment management and administrative services
to the Advisory Clients in accordance with the applicable Governing Documents and private
placement memoranda or other offering materials. Each of the GPs retains management authority
over the business and affairs, including investment decisions, of the Advisory Clients for which it
serves as general partner or manager.
The Investors in the Advisory Clients are “accredited investors” (as defined in Regulation D under
the Securities Act) and “qualified purchasers” (as defined in the Investment Company Act), and
may include, among others, high net worth individuals, trusts, estates, limited partnerships and
limited liability companies.
It should be noted that each of the GPs has full and exclusive management authority over all
investments, asset dispositions, distributions, and other affairs of its respective Fund or Co-
Investment Vehicle. While the GPs maintain ultimate discretionary investment authority over the
respective Advisory Client assets, AIM has been delegated the role of investment adviser to the
Advisory Clients pursuant to certain Investment Management Agreements between AIM and the
GPs (the “Management Agreements”).
The GPs and their members will be subject to the Investment Advisers Act of 1940 (the “Advisers
Act”) and rules thereunder, and to all of AIM’s compliance policies and procedures, including but
not limited to AIM’s code of ethics, conflict of interest, insider trading, personal securities
transactions reporting, and recordkeeping policies and procedures. Each of the members of the
GPs will be deemed “persons associated with” AIM (as defined in section 202(a)(17) of the
Advisers Act) and will be subject to SEC examination. As such, references to AIM in this
Brochure should also be considered references to the GPs in the appropriate context.
AIM offers advice with respect to the investments made by the Advisory Clients, which primarily
consist of private company securities, by identifying investment opportunities and participating in
the acquisition, management, monitoring and disposition of investments for each Advisory Client.
The following describes the nature of AIM’s advisory services with respect to the specific
Advisory Clients:
PE Fund, Associates Fund and Gen II Funds
PE Fund, Associates Fund and Gen II Funds were established to make private
investments in infrastructure and real property-based assets that are built into
platform investments, primarily through acquisition, with complete management
teams, stable core assets and clearly identified growth strategies. These investments
qualify as REITs, MLPs or similar public yield structures, providing multiple
known paths to liquidity. These investments consolidate highly fragmented local
infrastructure and real asset sectors that can be difficult to access for investors who
lack the expertise, fund structures, local resources and scalable platforms to pursue
this strategy.
PE Fund, Associates Fund and the Gen II Funds seek to acquire private businesses
with stable, recurring cash flows and significant growth opportunities.
Hybrid Fund
Hybrid Fund was originally established to build a portfolio of securities issued by
MLPs and their affiliates through (i) open-market and privately negotiated
investments in MLPs and (ii) private control investments in businesses that could
be restructured as publicly-traded MLPs. During the early phase of its investment
period, Hybrid Fund invested substantially all of its capital in a portfolio of
securities issued by MLPs. This involved investing in equity securities of (i)
publicly-traded partnerships and limited liability companies, including common
and subordinated units and general partner interests, and (ii) certain affiliates of
such partnerships and limited liability companies.
Hybrid Fund is fully invested and substantially liquidated, having made
investments in private businesses with the same stable recurring cash flows and
significant growth opportunities via the strategy described above for the PE Fund,
Associates Fund and the Gen II Funds.
Co-Investment Vehicles
The Co-Investment Vehicles are pooled investment vehicles which co-invest with
Funds in deals which have investment opportunities exceeding the capacity of the
Funds. The Co-Investment Vehicles are generally open only to Investors in the
Funds, though AIM has permitted and may in the future permit certain other
investors to invest in the Co-Investment Vehicles. Investors in Co-Investment
Vehicles are referred to herein as “Co-Investors”, and together with Fund Investors,
are referred to as the “Investors.” AIM and/or the GPs have sole discretion
regarding when to create a Co-Investment Vehicle that will invest alongside a Fund.
AIM organizes a Co-Investment Vehicle to co-invest with a Fund in a particular
investment when AIM determines in good faith that the available investment
opportunity exceeds the total amount that is in the Fund’s best interests to invest.
As noted above, the only clients of AIM are the Funds and Co-Investment Vehicles. AIM tailors
its investment advice to each such Advisory Client in accordance with the Advisory Client’s
investment objectives and strategy as set forth in the relevant Governing Documents and
confidential private placement memorandum or other offering document. AIM does not tailor its
advisory services to the individual needs of Investors in its Advisory Clients, and Investors may
not impose restrictions on investing in certain securities or types of securities.
The Investors in each Advisory Client are able to negotiate the terms of the applicable Governing
Documents only in connection with their investments in such Advisory Client at the time of its
organization. Once invested in an Advisory Client, Investors generally cannot impose additional
investment guidelines or restrictions on such Advisory Client.
AIM does not participate in wrap fee programs.
As of December 31, 2023, AIM has regulatory assets under management (as defined by the SEC)
of approximately $296,261,452. All Advisory Client assets are managed solely on a discretionary
basis.